SECURITIES AND EXCHANGE COMMISSION | |
Washington, D.C. 20549 | |
SCHEDULE 13D/A | |
Under the Securities Exchange Act of 1934 | |
(Amendment No. 16)* | |
The Wet Seal, Inc. | |
(Name of Issuer) | |
Class A Common Stock, par value $0.10 per share | |
(Title of Class of Securities) | |
961840105 | |
(CUSIP Number) | |
Marc Weingarten and David E. Rosewater Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 | |
(Name, Address and Telephone Number of Person | |
Authorized to Receive Notices and Communications) | |
March 9, 2014 | |
(Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 19 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 961840105 | 13D/A | Pages 2 of 19 |
1 |
NAME OF REPORTING PERSON Clinton Spotlight Fund, L.P. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS WC | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 0 | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 0 | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% | |||
14 |
TYPE OF REPORTING PERSON PN | |||
CUSIP No. 961840105 | 13D/A | Pages 3 of 19 |
1 |
NAME OF REPORTING PERSON Clinton Spotlight Master Fund, L.P. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS WC | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 1,210,121 shares of Class A Common Stock (including options to purchase 1,500 shares of Class A Common Stock) | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 1,210,121 shares of Class A Common Stock (including options to purchase 1,500 shares of Class A Common Stock) | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,210,121 shares of Class A Common Stock (including options to purchase 1,500 shares of Class A Common Stock) | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.43% | |||
14 |
TYPE OF REPORTING PERSON PN | |||
CUSIP No. 961840105 | 13D/A | Pages 4 of 19 |
1 |
NAME OF REPORTING PERSON Clinton Magnolia Master Fund, Ltd. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS WC | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 2,454,138 shares of Class A Common Stock | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 2,454,138 shares of Class A Common Stock | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,454,138 shares of Class A Common Stock | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.90% | |||
14 |
TYPE OF REPORTING PERSON CO | |||
CUSIP No. 961840105 | 13D/A | Pages 5 of 19 |
1 |
NAME OF REPORTING PERSON Clinton Relational Opportunity Master Fund, L.P. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS WC | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 1,822,619 shares of Class A Common Stock (including options to purchase 1,600 shares of Class A Common Stock) | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 1,822,619 shares of Class A Common Stock (including options to purchase 1,600 shares of Class A Common Stock) | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,822,619 shares of Class A Common Stock (including options to purchase 1,600 shares of Class A Common Stock) | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.15% | |||
14 |
TYPE OF REPORTING PERSON PN | |||
CUSIP No. 961840105 | 13D/A | Pages 6 of 19 |
1 |
NAME OF REPORTING PERSON Clinton Relational Opportunity, LLC | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS AF | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 1,822,619 shares of Class A Common Stock (including options to purchase 1,600 shares of Class A Common Stock) | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 1,822,619 shares of Class A Common Stock (including options to purchase 1,600 shares of Class A Common Stock) | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,822,619 shares of Class A Common Stock (including options to purchase 1,600 shares of Class A Common Stock) | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.15% | |||
14 |
TYPE OF REPORTING PERSON CO; IA | |||
CUSIP No. 961840105 | 13D/A | Pages 7 of 19 |
1 |
NAME OF REPORTING PERSON GEH Capital, Inc. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS WC | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 370,019 shares of Class A Common Stock | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 370,019 shares of Class A Common Stock | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 370,019 shares of Class A Common Stock | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.44% | |||
14 |
TYPE OF REPORTING PERSON CO | |||
CUSIP No. 961840105 | 13D/A | Pages 8 of 19 |
1 |
NAME OF REPORTING PERSON Clinton Group, Inc. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS AF | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 6,057,188 shares of Class A Common Stock (including options to purchase 3,100 shares of Class A Common Stock) | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 6,057,188 shares of Class A Common Stock (including options to purchase 3,100 shares of Class A Common Stock) | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 6,057,188 shares of Class A Common Stock (including options to purchase 3,100 shares of Class A Common Stock) | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.15% | |||
14 |
TYPE OF REPORTING PERSON CO; IA | |||
CUSIP No. 961840105 | 13D/A | Pages 9 of 19 |
1 |
NAME OF REPORTING PERSON George E. Hall | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
3 | SEC USE ONLY | |||
4 |
SOURCE OF FUNDS AF | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 6,427,207 shares of Class A Common Stock (including options to purchase 3,100 shares of Class A Common Stock) | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 6,427,207 shares of Class A Common Stock (including options to purchase 3,100 shares of Class A Common Stock) | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 6,427,207 shares of Class A Common Stock (including options to purchase 3,100 shares of Class A Common Stock) | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.59% | |||
14 |
TYPE OF REPORTING PERSON IN | |||
CUSIP No. 961840105 | 13D/A | Pages 10 of 19 |
This Amendment No. 16 ("Amendment No. 16") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on August 30, 2012 (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D, filed with the SEC on September 5, 2012 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D, filed with the SEC on September 13, 2012 (“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D, filed with the SEC on September 17, 2012 (“Amendment No. 3”), Amendment No. 4 to the Original Schedule 13D, filed with the SEC on September 19, 2012 (“Amendment No. 4”), Amendment No. 5 to the Original Schedule 13D, filed with the SEC on September 21, 2012 (“Amendment No. 5”), Amendment No. 6 to the Original Schedule 13D, filed with the SEC on September 27, 2012 (“Amendment No. 6”), Amendment No. 7 to the Original Schedule 13D, filed with the SEC on October 1, 2012 (“Amendment No. 7”), Amendment No. 8 to the Original Schedule 13D, filed with the SEC on October 3, 2012 (“Amendment No. 8”), Amendment No. 9 to the Original Schedule 13D, filed with the SEC on October 5, 2012 ("Amendment No. 9"), Amendment No. 10 to the Original Schedule 13D, filed with the SEC on October 22, 2012 ("Amendment No. 10"), Amendment No. 11 to the Original Schedule 13D, filed with the SEC on February 13, 2013 ("Amendment No. 11"), Amendment No. 12 to the Original Schedule 13D, filed with the SEC on June 25, 2013 ("Amendment No. 12"), Amendment No. 13 to the Original Schedule 13D, filed with the SEC on August 22, 2013 ("Amendment No. 13"), Amendment No. 14 to the Original Schedule 13D, filed with the SEC on September 17, 2013 ("Amendment No. 14") and Amendment No. 15 to the Original Schedule 13D, filed with the SEC on December 17, 2013 (“Amendment No. 15” and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14 and this Amendment No. 16, the "Schedule 13D") with respect to the Class A common stock, par value $0.10 per share (the "Class A Common Stock"), of The Wet Seal, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 16 have the meanings set forth in the Schedule 13D. This Amendment No. 16 amends Items 2, 3, 4, 5, 6 and 7 as set forth below. As of January 13, 2014, Spotlight Fund ceased to beneficially own any shares of Class A Common Stock. Accordingly, this Amendment No. 16 constitutes an exit filing for Spotlight Fund.
Item 2. | IDENTITY AND BACKGROUND |
Paragraphs (a)–(c) of Item 2 are hereby amended and restated in their entirety as follows: | |
(a) This Schedule 13D is filed by (i) Clinton Spotlight Fund, L.P., a Delaware limited partnership ("Spotlight Fund"); (ii) Clinton Spotlight Master Fund, L.P., a Cayman Islands exempted limited partnership ("SPOT"); (iii) Clinton Magnolia Master Fund, Ltd., a Cayman Islands exempted company ("Magnolia"); (iv) Clinton Relational Opportunity Master Fund, L.P., a Cayman Islands exempted limited partnership ("CREL"); (v) Clinton Relational Opportunity, LLC, a Delaware limited liability company, which serves as the investment manager to CREL ("CRO"); (vi) GEH Capital, Inc., a Delaware corporation ("GEHC"); (vii) Clinton Group, Inc., a Delaware corporation, which serves as the investment manager to SPOT and Magnolia (“CGI”); and (viii) George E. Hall, a United States citizen, who serves as Chief Executive Officer of CGI ("Mr. Hall" and together with Spotlight Fund, SPOT, Magnolia, CREL, CRO, GEHC and CGI, “Clinton”). | |
CUSIP No. 961840105 | 13D/A | Pages 11 of 19 |
(b) The principal business address of Spotlight Fund, CRO, GEHC, CGI and Mr. Hall is 601 Lexington Avenue, 51st Floor, New York, New York 10022. The principal business address of SPOT, Magnolia and CREL is c/o Credit Suisse Administration Services (Cayman) Ltd., P.O. Box 2003 GT, Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, Cayman Islands. | |
(c) The principal business of CRO and CGI is to provide investment management services to private individuals and institutions. The principal business of SPOT, Magnolia, CREL and GEHC is to invest in securities. The principal business of Spotlight Fund is to serve as a domestic feeder fund for SPOT. The principal business of Mr. Hall is to serve as Chief Executive Officer of CGI. | |
The name, citizenship, present principal occupation or employment and business address of each director and executive officer of CGI, Spotlight Fund, SPOT, Magnolia, CREL, CRO and GEHC is set forth in Schedule A attached hereto. To the best of the Reporting Persons' knowledge, except as set forth in this statement on Schedule 13D, none of such individuals owns any shares of Class A Common Stock. | |
Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: | |
The Reporting Persons used approximately $21,668,000 (including brokerage commissions) in the aggregate to acquire the shares of Class A Common Stock reported herein as beneficially owned. | |
Funds for the purchase of the Class A Common Stock reported herein as beneficially held by Clinton were derived from (i) available working capital of Spotlight Fund, for the shares of Class A Common Stock held directly by it; (ii) available working capital of SPOT, for the shares of Class A Common Stock held directly by it; (iii) available working capital of Magnolia, for the shares of Class A Common Stock held directly by it; (iv) available working capital of CREL, for the shares of Class A Common Stock held directly by it; (v) available working capital of GEHC, for the shares of Class A Common Stock held directly by it; and (vi) margin borrowings described in the following sentence, for the shares of Class A Common Stock held directly by Spotlight Fund, SPOT, Magnolia, CREL and GEHC. Such Class A Common Stock is held by Clinton in commingled margin accounts, which may extend margin credit to Clinton from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Class A Common Stock reported herein as beneficially owned by Clinton. | |
Item 4. | PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
CUSIP No. 961840105 | 13D/A | Pages 12 of 19 |
On March 9, 2014, CGI provided a letter to the Issuer (the "Letter"), pursuant to which CGI, on behalf of its affiliates and associates, agreed to vote any and all shares of Class A Common Stock beneficially owned by CGI, and over which CGI has voting authority, at the 2014 annual meeting of stockholders of the Issuer in favor of director nominees Lynda Davey, John Mills, Kenneth Reiss, John Goodman, Dorrit Bern, Kathy Bronstein, Adam Rothstein, Deena Varshavskaya and Nancy Lublin. The foregoing summary is qualified in its entirety by reference to the full text of the Letter, a copy of which is attached as Exhibit 18 to this Schedule 13D and is incorporated by reference herein. |
Item 5. | INTEREST IN SECURITIES OF THE ISSUER | |||
Paragraphs (a) – (c) and (e) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows: | ||||
(a) The aggregate number and percentage of shares of Class A Common Stock to which this Schedule 13D relates is 6,427,207 shares of Class A Common Stock (including options to purchase 3,100 shares of Class A Common Stock), constituting approximately 7.59% of the Issuer’s currently outstanding Class A Common Stock. The aggregate number and percentage of shares of Class A Common Stock reported herein are based upon the 84,722,419 shares of Class A Common Stock outstanding as of November 29, 2013, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended November 2, 2013 filed with the Securities and Exchange Commission on December 4, 2013. | ||||
(i) Spotlight Fund: | ||||
(a) | As of the date hereof, Spotlight Fund may be deemed the beneficial owner of 0 shares of Class A Common Stock. | |||
Percentage: Approximately 0.00% as of the date hereof. | ||||
(b) | 1. | Sole power to vote or direct vote: 0 | ||
2. | Shared power to vote or direct vote: 0 | |||
3. | Sole power to dispose or direct the disposition: 0 | |||
4. | Shared power to dispose or direct the disposition: 0 | |||
(ii) SPOT: | ||||
(a) | As of the date hereof, SPOT may be deemed the beneficial owner of 1,210,121 shares of Class A Common Stock (including options to purchase 1,500 shares of Class A Common Stock). | |||
Percentage: Approximately 1.43% as of the date hereof. | ||||
(b) | 1. | Sole power to vote or direct vote: 0 | ||
2. | Shared power to vote or direct vote: 1,210,121 shares of Class A Common Stock (including options to purchase 1,500 shares of Class A Common Stock) | |||
3. | Sole power to dispose or direct the disposition: 0 | |||
4. | Shared power to dispose or direct the disposition: 1,210,121 shares of Class A Common Stock (including options to purchase 1,500 shares of Class A Common Stock) | |||
(iii) Magnolia: | ||||
(a) | As of the date hereof, Magnolia may be deemed the beneficial owner of 2,454,138 shares of Class A Common Stock. | |||
Percentage: Approximately 2.90% as of the date hereof. | ||||
(b) | 1. | Sole power to vote or direct vote: 0 | ||
2. | Shared power to vote or direct vote: 2,454,138 shares of Class A Common Stock | |||
3. | Sole power to dispose or direct the disposition: 0 | |||
4. | Shared power to dispose or direct the disposition: 2,454,138 shares of Class A Common Stock | |||
CUSIP No. 961840105 | 13D/A | Pages 13 of 19 |
(iv) CREL: | ||||
(a) | As of the date hereof, CREL may be deemed the beneficial owner of 1,822,619 shares of Class A Common Stock (including options to purchase 1,600 shares of Class A Common Stock). | |||
Percentage: Approximately 2.15% as of the date hereof. | ||||
(b) | 1. | Sole power to vote or direct vote: 0 | ||
2. | Shared power to vote or direct vote: 1,822,619 shares of Class A Common Stock (including options to purchase 1,600 shares of Class A Common Stock) | |||
3. | Sole power to dispose or direct the disposition: 0 | |||
4. | Shared power to dispose or direct the disposition: 1,822,619 shares of Class A Common Stock (including options to purchase 1,600 shares of Class A Common Stock) | |||
(v) CRO: | ||||
(a) | As of the date hereof, CRO may be deemed the beneficial owner of 1,822,619 shares of Class A Common Stock (including options to purchase 1,600 shares of Class A Common Stock). | |||
Percentage: Approximately 2.15% as of the date hereof. | ||||
(b) | 1. | Sole power to vote or direct vote: 0 | ||
2. | Shared power to vote or direct vote: 1,822,619 shares of Class A Common Stock (including options to purchase 1,600 shares of Class A Common Stock) | |||
3. | Sole power to dispose or direct the disposition: 0 | |||
4. | Shared power to dispose or direct the disposition: 1,822,619 shares of Class A Common Stock (including options to purchase 1,600 shares of Class A Common Stock) | |||
(vi) GEHC: | ||||
(a) | As of the date hereof, GEHC may be deemed the beneficial owner of 370,019 shares of Class A Common Stock. | |||
Percentage: Approximately 0.44% as of the date hereof. | ||||
(b) | 1. | Sole power to vote or direct vote: 0 | ||
2. | Shared power to vote or direct vote: 370,019 shares of Class A Common Stock | |||
3. | Sole power to dispose or direct the disposition: 0 | |||
4. | Shared power to dispose or direct the disposition: 370,019 shares of Class A Common Stock | |||
(vii) CGI: | ||||
(a) | As of the date hereof, CGI may be deemed the beneficial owner of 6,057,188 shares of Class A Common Stock (including options to purchase 3,100 shares of Class A Common Stock). | |||
Percentage: Approximately 7.15% as of the date hereof. | ||||
CUSIP No. 961840105 | 13D/A | Pages 14 of 19 |
(b) | 1. | Sole power to vote or direct vote: 0 | ||
2. | Shared power to vote or direct vote: 6,057,188 shares of Class A Common Stock (including options to purchase 3,100 shares of Class A Common Stock) | |||
3. | Sole power to dispose or direct the disposition: 0 | |||
4. | Shared power to dispose or direct the disposition: 6,057,188 shares of Class A Common Stock (including options to purchase 3,100 shares of Class A Common Stock) | |||
(viii) Mr. Hall: | ||||
(a) | As of the date hereof, Mr. Hall may be deemed the beneficial owner of 6,427,207 shares of Class A Common Stock (including options to purchase 3,100 shares of Class A Common Stock). | |||
Percentage: Approximately 7.59% as of the date hereof. | ||||
(b) | 1. | Sole power to vote or direct vote: 0 | ||
2. | Shared power to vote or direct vote: 6,427,207 shares of Class A Common Stock (including options to purchase 3,100 shares of Class A Common Stock) | |||
3. | Sole power to dispose or direct the disposition: 0 | |||
4. | Shared power to dispose or direct the disposition: 6,427,207 shares of Class A Common Stock (including options to purchase 3,100 shares of Class A Common Stock) | |||
(b) By virtue of investment management agreements with Spotlight Fund, SPOT and Magnolia, its ownership of CRO, and a sub-advisory agreement governing a portion of a mutual fund portfolio ("CASF") that beneficially owns 570,310 shares of Class A Common Stock, CGI has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 6,057,188 shares of Class A Common Stock (including options to purchase 3,100 shares of Class A Common Stock) beneficially owned by Spotlight Fund, SPOT, Magnolia, CREL and CASF. By virtue of his direct and indirect control of CGI and indirect ownership of GEHC, Mr. Hall is deemed to have shared voting power and shared dispositive power with respect to all Class A Common Stock as to which CGI and GEHC have voting power or dispositive power. | ||||
(c) All transactions in Class A Common Stock effected by the Reporting Persons during the last sixty days are set forth in Schedule B hereto. Unless otherwise indicated, all such transactions were effected in the open market. | ||||
(e) As of January 13, 2014, Spotlight Fund ceased to beneficially own any shares of Class A Common Stock. Accordingly, this Amendment No. 16 constitutes an exit filing for Spotlight Fund. | ||||
Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Item 6 of this Schedule 13D is hereby amended and supplemented as follows: |
As of the date hereof, the Reporting Persons are party to option contracts on an aggregate of 204,500 shares of Class A Common Stock with strike prices ranging from $2.00 to $3.00 and an expiration date of March 22, 2014. | |
CUSIP No. 961840105 | 13D/A | Pages 15 of 19 |
The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 19 to this Schedule 13D and is incorporated by reference herein. | |
Other than as previously reported in the Schedule 13D, the Letter and the options described in this Item 6, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to securities of the Issuer. | |
Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
Exhibit | Description |
18 | Letter, dated March 9, 2014 |
19 | Joint Filing Agreement, dated March 11, 2014 |
CUSIP No. 961840105 | 13D/A | Pages 16 of 19 |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: March 11, 2014
Clinton Spotlight Fund, L.P. | |||
By: | Clinton Group, Inc., its investment manager | ||
By: | /s/ Francis Ruchalski | ||
Name: | Francis Ruchalski | ||
Title: | Chief Financial Officer | ||
Clinton Spotlight Master Fund, L.P. | |||
By: | Clinton Group, Inc., its investment manager | ||
By: | /s/ Francis Ruchalski | ||
Name: | Francis Ruchalski | ||
Title: | Chief Financial Officer | ||
Clinton Magnolia Master Fund, Ltd. | |||
By: | Clinton Group, Inc., its investment manager | ||
By: | /s/ Francis Ruchalski | ||
Name: | Francis Ruchalski | ||
Title: | Chief Financial Officer |
Clinton Relational Opportunity Master Fund, L.P. | |||
By: | Clinton Relational Opportunity, LLC, its investment manager | ||
By: | /s/ John Hall | ||
Name: | John Hall | ||
Title: | Authorized Signatory |
Clinton Relational Opportunity, LLC | |||
By: | /s/ John Hall | ||
Name: | John Hall | ||
Title: | Authorized Signatory |
CUSIP No. 961840105 | 13D/A | Pages 17 of 19 |
GEH Capital, Inc. | |||
By: | /s/ Francis Ruchalski | ||
Name: | Francis Ruchalski | ||
Title: | Comptroller |
Clinton Group, Inc. | |||
By: | /s/ Francis Ruchalski | ||
Name: | Francis Ruchalski | ||
Title: | Chief Financial Officer | ||
/s/ George E. Hall | |||
George E. Hall | |||
CUSIP No. 961840105 | 13D/A | Pages 18 of 19 |
Schedule A
Directors and Executive Officers of Certain Reporting Persons
CLINTON GROUP, INC.
The following sets forth the name, position and principal occupation of each director and executive officer of CGI. Each such person is a citizen of the United States of America. The business address of each director and executive officer is 601 Lexington Avenue, 251st Floor, New York, New York 10022.
Name |
Position and Principal Occupation |
|
George E. Hall | Director, Chief Investment Officer and President | |
Francis A. Ruchalski | Director and Chief Financial Officer | |
John L. Hall | Director |
CLINTON SPOTLIGHT FUND, L.P.
Clinton Spotlight GP, LLC, a Delaware limited liability company, is the general partner of Spotlight Fund. George Hall is the controlling person of Clinton Spotlight GP, LLC.
CLINTON SPOTLIGHT MASTER FUND, L.P.
Clinton Spotlight GP, LLC, a Delaware limited liability company, is the general partner of SPOT. George Hall is the controlling person of Clinton Spotlight GP, LLC.
CLINTON MAGNOLIA MASTER FUND, LTD.
The following sets forth the name, principal occupation and business address of each director of Magnolia. There are no executive officers of Magnolia. Each such person is a citizen of the United Kingdom.
Name | Principal Occupation | Business Address |
Jane Fleming |
Client Accountant of Queensgate Bank & Trust Company Ltd.
|
c/o Queensgate Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands |
Dennis Hunter |
Director of Queensgate Bank & Trust Company Ltd.
|
c/o Queensgate Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands
|
Roger Hanson | Director of dms Management Ltd. | c/o dms Management Ltd., P.O. Box 31910 SMB, Ansbacher House, 20 Genesis Close, Grand Cayman, Cayman Islands |
CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P.
Clinton Relational Opportunity GP LLC, a Delaware limited liability company, is the general partner of CREL. George Hall is the controlling person of Clinton Relational Opportunity GP LLC.
CLINTON RELATIONAL OPPORTUNITY, LLC
George Hall is the controlling person of CRO.
GEH CAPITAL, INC.
The following sets forth the name, position and principal occupation of each director and executive officer of GEHC. Each such person is a citizen of the United States of America. The business address of each director and executive officer is 601 Lexington Avenue, 251st Floor, New York, New York 10022.
Name |
Position and Principal Occupation |
|
George E. Hall | Director, Chief Executive Officer and President | |
Francis A. Ruchalski | Director and Comptroller | |
John L. Hall | Director, Chief Financial Officer, Secretary and Treasurer |
CUSIP No. 961840105 | 13D/A | Pages 19 of 19 |
Schedule B
The following table sets forth all transactions with respect to the shares of Class A Common Stock effected during the past sixty days by any of the Reporting Persons. Except as otherwise noted, all such transactions in the table were effected in the open market through a broker.
Clinton Spotlight Fund, L.P.
Date of Transaction | Shares Purchased (Sold) | Price per Share ($) |
1/13/2014 | (850) | 2.58 |
Clinton Magnolia Master Fund, Ltd.
Date of Transaction | Shares Purchased (Sold) | Price per Share ($) |
1/21/2014 | 350,000 | 2.53 |
2/26/2014 | 12,450 | 1.8142 |
2/28/2014 | 169,000 | 1.9 |
3/4/2014 | 25,000 | 1.9814 |
3/4/2014 | 25,000 | 1.9597 |
3/4/2014 | 25,000 | 1.92 |
3/4/2014 | 50,000 | 1.96 |
3/5/2014 | 25,000 | 1.9242 |
Clinton Spotlight Master Fund, L.P.
Date of Transaction | Shares Purchased (Sold) | Price per Share ($) |
1/13/2014 | 850 | 2.58 |
1/21/2014 | (350,000) | 2.53 |
2/7/2014 | (50,000) | 1.825 |
2/7/2014 | 25,000 | 1.8628 |
2/10/2014 | (90,000) | 1.94 |
2/10/2014 | (150,000) | 1.93 |
2/10/2014 | (2,300) | 1.95 |
2/10/2014 | (8,200) | 1.9452 |
2/18/2014 | (100,002) | 1.8885 |
2/20/2014 | (470,000) | 1.82 |
2/20/2014 | 2,000 | 1.83 |
2/25/2014 | (16,090) | 1.7517 |
2/25/2014 | (22,047) | 1.7523 |
2/25/2014 | (100,000) | 1.7523 |
Clinton Relational Opportunity Master Fund, L.P.
Date of Transaction | Shares Purchased (Sold) | Price per Share ($) |
2/5/2014 | 25,000 | 1.965 |
2/10/2014 | 150,000 | 1.93 |
2/26/2014 | 12,450 | 1.8142 |
2/28/2014 | (169,000) | 1.9 |
GEH Capital, Inc.
Date of Transaction | Shares Purchased (Sold) | Price per Share ($) |
3/11/2014 | 100,000 | 1.935 |
CASF
Date of Transaction | Shares Purchased (Sold) | Price per Share ($) |
1/30/2014 | 10,000 | 2.385 |
1/30/2014 | 5,000 | 2.3954 |
2/10/2014 | 61,020 | 1.9372 |
EXHIBIT 18
March 9, 2014
Clinton Group, Inc.
601 Lexington Avenue, 51st Floor
New York, NY 10022
The Wet Seal, Inc.
26972 Burbank
Foothill Ranch, CA 2610
Attention: Board of Directors
Ladies and Gentlemen:
Clinton Group, Inc. on behalf of its affiliates and associates (the "Clinton Group") hereby agrees to vote any and all shares of the Class A Common Stock, par value $0.10 per share, of The Wet Seal, Inc. beneficially owned by Clinton Group, and over which Clinton Group has voting authority, at the 2014 annual meeting of the Company's shareholders (and any adjournment or postponement thereof) in favor of director nominees Lynda Davey, John Mills, Kenneth Reiss, John Goodman, Dorrit Bern, Kathy Bronstein, Adam Rothstein, Deena Varshavskaya and Nancy Lublin.
Sincerely,
/s/ Gregory P. Taxin
Gregory P. Taxin
President
EXHIBIT 19
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATE: March 11, 2014
Clinton Spotlight Fund, L.P. | |||
By: | Clinton Group, Inc., its investment manager | ||
By: | /s/ Francis Ruchalski | ||
Name: | Francis Ruchalski | ||
Title: | Chief Financial Officer | ||
Clinton Spotlight Master Fund, L.P. | |||
By: | Clinton Group, Inc., its investment manager | ||
By: | /s/ Francis Ruchalski | ||
Name: | Francis Ruchalski | ||
Title: | Chief Financial Officer | ||
Clinton Magnolia Master Fund, Ltd. | |||
By: | Clinton Group, Inc., its investment manager | ||
By: | /s/ Francis Ruchalski | ||
Name: | Francis Ruchalski | ||
Title: | Chief Financial Officer |
Clinton Relational Opportunity Master Fund, L.P. | ||
By: | Clinton Relational Opportunity, LLC, its investment manager | ||
By: | /s/ John Hall | ||
Name: | John Hall | ||
Title: | Authorized Signatory |
Clinton Relational Opportunity, LLC |
By: | /s/ John Hall | ||
Name: | John Hall | ||
Title: | Authorized Signatory |
GEH Capital, Inc. |
By: | /s/ Francis Ruchalski | ||
Name: | Francis Ruchalski | ||
Title: | Comptroller |
Clinton Group, Inc. |
By: | /s/ Francis Ruchalski | ||
Name: | Francis Ruchalski | ||
Title: | Chief Financial Officer | ||
/s/ George E. Hall | ||
George E. Hall | ||